GREENKO GROUP PLC (Incorporated in the Isle of Man under the Isle of Man Companies Act 2006 with registered no. 001805V)
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THAT:
the current articles of association of the Company (the 'Current Articles') be deleted in their entirety and the regulations contained in the document submitted to the meeting, and for the purpose of identification signed by the Chairman, be approved and adopted as the new articles of association of the Company (the 'New Articles') in substitution for, and to the exclusion of, the Current Articles;
to the extent that the ordinary shares of €0.005 each in the capital of the Company are or will be deemed to be varied or abrogated by the creation and allotment of B Shares (as such term is defined in the New Articles), such variation or abrogation is hereby approved; and
the B Share Scheme (as defined and referred to in the circular to shareholders of which this notice of meeting forms part) be approved and the Directors of the Company be authorised to do all such acts, matters and things as they may consider to be necessary for the purposes of implementing the same.
- THAT:
A member of the Company entitled to attend and vote at the above-mentioned meeting is entitled to appoint another person as his proxy and to attend and to vote instead of him or her in respect of such shares. A proxy need not be a member of the Company.
A form of proxy is enclosed which, to be valid, must be completed and delivered to the Company Secretary at Merchants House, North Quay, Douglas, Isle of Man IM1 4LE either by personal delivery, post, facsimile transmission (+44 (0)1624 619 989) or email (mail@iqe.im), by not later than 12.30 p.m. on 16 December 2015, being 48 hours before the time of the meeting.
Completion and return of a form of proxy will not prevent a member from attending the Extraordinary General Meeting and voting in person. The Company, pursuant to Regulation 22 of the Uncertificated Securities Regulations 2006 (Isle of Man), specifies that only those members registered in the register of members of the Company as at 12.30 p.m. on 16 December 2015 (or in the event that the meeting is adjourned, on the register of members 48 hours before the time of any adjourned meeting) shall be entitled to attend or vote at the meeting in respect of the number of ordinary shares registered in their name at that time. Changes to entries on the register of members of the Company after 12.30 p.m. on 16 December 2015 (or, in the event that the meeting is adjourned, on the register of members less than 48 hours before the time of any adjourned meeting) shall be disregarded in determining the rights of any person to attend or vote at the meeting.
As at the close of business on the date immediately preceding this notice, the Company's issued share capital comprised 159,011,606 ordinary shares. Each ordinary share carries the right to one vote at the Extraordinary General Meeting and, therefore, the total number of voting rights in the Company as at the close of business on the date immediately preceding this notice is 159,011,606.
Conditional upon the passing of the resolution numbered 1 in this notice, the Company's ordinary shares be cancelled from admission to trading on AIM on such date as the Directors of the Company shall arrange with AIM, not being earlier than 19 January 2016, and THAT the Directors of the Company are authorised to do or to procure to be done all such acts and things on behalf of the Company as they consider necessary or expedient for the purposes of giving effect to this resolution and to carry the same into effect.
By order of the Board Registered Office:
Merchants House
Michael Brown 24 North Quay
Company Secretary Douglas
Isle of Man IM1 4LE
24 November 2015
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